UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
United Energy Corporation
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
910900 20 8
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(CUSIP Number)
Kurzman Karelsen & Frank, LLP
230 Park Avenue, New York, NY 10169
Attention: Kevin J. Lake, Esq.
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 18, 2004
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7 for other
parties to whom copies are to be sent.
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* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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1 Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
John J. Holmgren, Sr.
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2 Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [ ]
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3 SEC Use Only
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4 Source of Funds (See Instructions)
Not applicable.
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5 Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e) [ ]
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6 Citizenship or Place of Organization
United States of America
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7 Sole Voting Power
1,109,000 shares of Common Stock
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Number of 8 Shared Voting Power
Shares
Beneficially 0
Owned by ------ ------------------------------------------------------------
Each 9 Sole Dispositive Power
Reporting
Person With 1,109,000 shares of Common Stock
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10 Shared Dispositive Power
0
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,109,000 shares of Common Stock
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12 Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
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13 Percent of Class Represented by Amount in Row (11)
4.98%
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14 Type of Reporting Person (See Instructions)
IN
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This Amendment to Schedule 13D (this "Amendment") is filed as Amendment No. 2 to
the Statement on Schedule 13D dated May 24, 2002 (the "Schedule 13D") filed with
the Securities and Exchange Commission by John J. Holmgren, Sr., as amended by
Amendment No. 1 thereto ("Amendment No. 1") dated October 5, 2004. This
Amendment reflects (i) material changes to the Schedule 13D, as amended, and
(ii) that Mr. Holmgren ceased to be the beneficial owner of more than 5% of the
Company's issued and outstanding shares of Common Stock as the result of his
disposition of an additional 81,000 shares of the Company's Common Stock as
described below. All capitalized terms used but not defined herein shall have
the respective meanings given to such terms in the Schedule 13D, as amended.
Unless otherwise set forth below, all items set forth in the Schedule 13D, as
amended, remain unchanged.
Item 3. Source and Amount of Funds or Other Consideration.
Not applicable to this Amendment.
Item 4. Purpose of Transaction.
Since the date of Amendment No. 1, Mr. Holmgren sold a total of
81,000 shares of the Company's Common Stock through open market sales.
Mr. Holmgren intends to monitor his investment in the Company's Common
Stock on an on-going basis and reserves the right to purchase
additional shares or dispose of additional shares from time to time as
conditions appear advantageous to do so. Any strategies that Mr.
Holmgren may pursue will depend on a number of factors, including
without limitation, (i) current and anticipated future trading prices
for the Common Stock, (ii) the financial condition and results of
operations of the Company, and (iii) general economic, market and
industry conditions.
Except as described above, Mr. Holmgren does not have any current
plans or proposals that relate to or would result in any of the
transactions described in paragraphs (a) through (j) of this Item 4.
Item 5. Interest in Securities of the Issuer.
(a) Aggregate number of shares and percentage of the Company's
Common Stock beneficially owned by Mr. Holmgren: 1,109,000
shares of the Company's Common Stock, representing 4.98% of the
Company's issued and outstanding shares of Common Stock.
(b) The number of shares of the Company's Common Stock with respect
to which Mr. Holmgren has: Sole Voting Power: 1,109,000 shares;
Shared Voting Power: 0; Sole Dispositive Power: 1,109,000; and
Shared Dispositive Power: 0.
(c) Since the date of Amendment No. 1, Mr. Holmgren effected the
following dispositions of the Company's Common Stock in open
market transactions:
(1) 3,000 shares at $1.20 per share on October 7, 2004;
(2) 2,000 shares at $1.16 per share on October 8, 2004;
(3) 8,000 shares at $1.10 per share on October 8, 2004;
(4) 2,000 shares at $1.18 per share on October 12, 2004;
(5) 15,000 shares at $1.21 per share on October 12, 2004;
(6) 2,000 shares at $1.18 per share on October 13, 2004;
(7) 5,000 shares at $1.17 per share on October 14, 2004;
(8) 5,000 shares at $1.18 per share on October 14, 2004;
(9) 10,000 shares at $1.18 per share on October 15, 2004;
(10) 2,000 shares at $1.16 per share on October 18, 2004;
(11) 10,000 shares at $1.15 per share on October 18, 2004;
(12) 15,000 shares at $1.17 per share on October 18, 2004; and
(13) 2,000 shares at $1.16 per share on October 19, 2004.
(e) The date on which Mr. Holmgren ceased to be the beneficial owner
of more than 5% of the class of securities was October 18, 2004.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
As indicated in Item 4, above, Mr. Holmgren sold a total of 81,000
shares of the Company's Common Stock through open market sales since
the date of Amendment No. 1.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
October 20, 2004
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Date
/s/ John J. Holmgren, Sr.
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Signature
John J. Holmgren, Sr.
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Name / Title
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement: provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT
CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).